State of the Building
February 17, 2025
D. Gulley
As your outgoing president, it is my happy task to brief the owners on where we are today and what to expect soon.
1. The building is in good shape, with our new elevator and completed
Structural Integrity Reserve Study. This includes budgeting for long-term needs. No large expenditures are projected for a number of years to come.
2. We are now making good use of our common Apartment 107.
3. We introduced a best-practices approach to governance, including improved procedures for contracting and an end to cronyism; maximum transparency to owners; a return to regular audits by our accountants; and proper document control and retention. GRS and an outstanding board were very helpful in this.
4. We introduced owner surveys and made decisions based on the interests of the many, not the noisy few.
5. We introduced improved budgeting, restricted increases even in this inflationary economy, and did not ask for a single special
assessment.
6. Not one single lawsuit “frivolous” or otherwise, was filed or defended by your board. This compares favorably to earlier boards. I attribute this to careful adherence to the law. Legal fees were higher than desired, owing to owner misconduct, contractor misconduct, and the two “intent letters” sent by developers. With the large remediation investments behind us now, here are a couple of items to pay attention to in the future:
1. First, the big enchilada: Expect more developer interest.
a. The current board handled two letters of interest in purchasing
our building. The board followed legal advice, maximizing
transparency without encouraging the developers to spend
more on their current pre-offer. [This is done so they cannot
sue us for false encouragement.]
b. Owners should consider retaining a qualified adviser to brief
us on the in’s and out’s of selling, leading to a more informed
discussion.
2. Second, the unglamorous subject of electricity and water.
The question for owners is whether to address aging infrastructure head- on or wait for problems. Updating the SIRS report offers us that opportunity.
3. Third, further developments in board governance, prompted by
stronger state laws.
The state reminds us that the two biggest risks for communities, such as ours, are hurricanes and financial mismanagement. We’ve experienced both, but fortunately nothing catastrophic. Some past practices will soon be considered a crime. We should further improve document retention and requests, and communications generally. We’ve received advice, and none of the
improvements need to be expensive; we just need to move forward.
4. Fourth, we’re all hoping for progress in terms of landscaping, the
grounds more generally, and our private beach area.
Finally, I should correct some of the misinformation circulated during the election campaign: The elevator replacement was highly successful. The board completed the project with no special assessment. We made sure we had an exceptional amount of interaction with owners. I worked with Steve Pepe to review the contract specifications. Steve’s main interest was in delaying the project another year, increasing the scope of work, and finding his own preferred bidder for a later, more expensive project. Other than that, Steve offered some detailed suggestions, and while most were known, a few were helpful. In contrast to the elevator, the cement project was the biggest and most expensive project in the building’s history. It was an overwhelming responsibility, and we should keep realistic expectations about board performance. While we made progress this project was not completed.
We are still addressing lingering problems, a common situation with projects big and small. As for the recent column remediation: this work was in the original scope of work, and there’s a chance we ended up paying for it twice. As for last March’s column work, the engineer at the time (Marshall) recommended a contractor who bid $129,927. Instead, we went with Coral Sun, who bid $52,539 for the same scope of work, and who did a fine job. Marshall, of course, also supervised the USSI work, and approved a large payment for work that hadn’t been done. Then when we terminated him, he tried to get our building “red tagged” and evacuated. On the heels of this event, another developer came knocking. Had Marshall been successful, a demoralized ownership might have been open to selling on the cheap. We have filed a complaint with the licensing board over this and are asking the engineer to refund money sufficient to cover the legal costs. For now, this expense is behind us. The new board will consider whether to hold out for reimbursement of legal expenses. The upcoming painting contract is another opportunity to further improve the property.
In closing, thanks for your attention to my report of our labors on your behalf.
D. Gulley
Feb 18, 2025
Dear Gulley and Board Members,
The REAL State of Our Building
The REAL State of Our Building must be addressed transparently and responsibly. The ongoing mismanagement and neglect have resulted in unnecessary expenses, avoidable repairs, and a decline in the building’s value. This must change immediately.
Leaking Roof
For three years, I have repeatedly pointed out the need for proper sealing of the roof. Yet, the issue remains unresolved. Unfortunately, your continued inaction has caused avoidable damage and remains an urgent matter that requires immediate correction.
Elevator Consultant and Cost Overruns
The consultant you hired for $15,000, a friend of the doctor, made severe miscalculations. The proposed $425,000 plan for a six-story elevator failed to include the replacement of rusted-out door jambs and tracks. Now, correcting this oversight is costing an additional $120,000. I had already obtained a complete proposal from Schindler Elevator Company for $369,000—truthfully priced and fully inclusive of necessary repairs. Your decision to proceed with the doctor’s recommendation was reckless and costly.
Assessment Increases
Raising assessments three years in a row has significantly devalued the building. Not once has the board proposed or implemented cost-saving measures to offset these increases. This is not just incompetence; it is financial negligence.
Painting Contract Mismanagement
The painting contract you signed is a failure of planning and oversight. The decision to exclude balconies and walkways—the most visible and critical areas—demonstrates a complete lack of foresight. Additionally, the railings, which are powder-coated, should not be painted for years, making this an unnecessary expenditure and a waste of funds.
Failure to Address Rust Prevention
Painting without properly sealing balcony railings guarantees that rust will bleed through within months, rendering the entire job ineffective. Any competent decision-maker would recognize that the roof should be repaired before undertaking a major painting project.
Financial Mismanagement and Inexperience
The board's handling of construction projects and financial oversight has been amateurish at best. The last three years have seen excessive and poorly justified expenditures, particularly in legal fees. This reckless spending must end.
Mismanagement of Purchase Offers
Significant mistakes were made in handling offers for the building. The was a lack of transparency in strategic decision-making by not including more details regarding the offers.
Lack of Transparency and Accountability
Your well-worded letters do nothing to mask the reality of this board’s failure. The refusal to be transparent and truthful about the state of the building is unacceptable. Enough is enough.
This board has proven time and again that it is incapable of properly managing the building. It is time for a leadership change. I urge my fellow owners to demand accountability and consider a new direction—one that prioritizes competence, transparency, and financial responsibility.
Sincerely,
Steve Pepe
02/18/2025
He just can’t help himself with the “election interference”. There was nothing necessary or even helpful in this message. Clearly, its intent was again to interfere with the election as BOD President and disparage Steve. He did not write this in his capacity as a fellow member. He wrote this in his capacity as the outgoing President . It’s despicable. We have never had anyone behave like this before. Anyone else want to call him out on it this time?
name hidden, given upon request
02/18/2025
Dear PBSA Neighbors,
I hope everyone is well and enjoying their winter. I was not going to send am email out to you all because I did not want to talk about certain things but clearly some owners have chosen to act out inappropriately and downright nasty and I feel the need to call them out. After President Gulley (who calls himself the Sheriff of PBSA) put up so many obstacles for Rick Koch and I to moderate an Owners Candidate Evening we stepped away. Sheriff Gulley thought he won but actually it was a manipulation on my part because he was trying to stop the event altogether and I knew he would say no to be but he would never say no to Liz Sullivan who graciously stepped up to provide the owners with a practice that has been ongoing since the beginning of time.
Liz ran a calm, respectful and inclusive event that 36 owners, more than the 12 that attended the Board Candidate Event, showed up. The evening was a hybrid of Zoom and in person attendance and three candidates, all of whom had been on the board before showed up to answer whatever questions were thrown their way. The questions were not vetted nor rewritten, unlike the Board Event ones were. Every person at PBSA gets a vote. Therefore every person at PBSA gets a say. Not a muted say, not a ‘rewritten’ say but rather an 'owners right' say. Liz asked that everyone treat all with respect and there was a reminder that the three previous board candidates knew it was a thankless job yet they were prepared to do it again for the betterment of our paradise here. The evening went along beautifully. People got to ask questions, candidates got to show their passion for being on the board and it was very well run.
As I said I was not going to speak about this but then President Gulley sent out ‘his’ ‘State of the Building’ and within all the mumble jumble of the great things he has done, like surveys - that lead no where, the elevator project that was already in process when he became President (and still is not working well) OR how he was going to ruin our season by painting the building while we were all here until some owners spoke up to put a stop to it - he used this ‘State of the Building’ to once again get involved with “election interference”. It was his State of the Building email that made me speak out. Gulley used this to slam a candidate and it took me back to the Owners event when certain individuals were swearing and being rude on an unmuted zoom and posed a ‘Gotcha’ question. Some owners asked why I didn’t mute the three people that were inappropriate and I said that at the owners event everyone gets a say (unlike the Owners monthly meetings where we are constantly shut down) and, owners themselves, should hold themselves accountable to be ‘better’ and respectful. Clearly the three on the zoom that were rude don’t really hold themselves to any standards, let alone higher standards.
I am not writing this email to influence anyones vote. Unlike what Lisa and David Gulley and Jay Jordan have done. We all have a say. We all get to vote for whomever we want . But shame on two board members and the wife of the president (whom I expected more from) trying to use their power to slag a candidate.
David Gulley ran for the board under the guise of bringing transparency to the table and did anything but. It is rich of him to talk about another ex board member and their transparency when he did nothing but hide. However, he has been transparent about one thing and one thing only - it would be his way or the highway. We have had NO committees. The breezeway which was a process of months was not an official committee because the President would not approve it. It got done because one board member pushed and pushed to make that area more beautiful for all owners. There has been no events in the lobby. The President could not even get enough owners to vote for a free putting green that a gracious owner was going to donate.
I could go on and on but I just want to put everyone back on track. We need two people to join the board (unlike when President Gulley would not assign a 5th person to the board as he was afraid to be challenged - remember that year!), and all five of the candidates have thrown their hat into the ring. All five deserve our respect. Speak to them. Ask them what they will and won’t do. Don’t listen to an outgoing President whose only fear is that the next board will actually get stuff done. I for one (of many) will be very happy to see his term end on Thursday. Thank you for your service President/Sheriff Gulley.
I will also ask the three remaining board members to welcome whomever comes to the board. To work as a UNIT for the owners not as individuals and to please do the one thing that we have asked every board to do before…..Listen to the owners. It is the owners that make this place a paradise.
Be well. Be kind. Be respectful.
name hidden, given upon request
02/18/2025
Thank you XXXX . A very well written, clear and on point letter.
Rich Bolton
410
02/18/2025
Great letter XXXXX,
We echo all of your words. It’s about time we start showing respect to all our neighbors, we are in this together! Let’s make it our paradise and not the hell that we have been experiencing. This is not about me BUT WE. We now have the opportunity to make it right let’s join together and make it happen.
name hidden, given upon request
02/18/2025
Great points XXXX!!
name hidden, given upon request
02/18/2025
Hi, XXXX,
Thank you for pointing out all of the inconsistencies referenced in David Gulley ,State of the Building ,message. I ditto your Be Kind, Be Well, Be Respectful
name hidden, given upon request
Revised February 18th, 2021
(Member revisions voted on at 2022 Member meeting and need to be ratified at April BoD meeting and sent to State. Revisions voted on by the owners is at the end of By-Laws below. It needed a 2/3 vote of all owners to pass.)
BY-LAWS Of THE PALM BEACH SHORES APARTMENTS, INC
OFFICES
1) The principal office of the corporation is 33 Ocean Avenue, Palm Beach Shores, in the State
of Florida.
2) As a Delaware Corporation, the corporation shall engage a Registration Agent with a legal
address in the State of Delaware. As of February 18, 2021, the name of that Registration
Agent is Corporation Service Company, and the address is 251 Little Falls Drive, Wilmington,
Delaware.
MEMBERS’ MEETINGS
3) All meetings of the members shall be held at the principal office of the corporation in Palm
Beach Shores, barring exceptional circumstances. A change of member meeting location or
time requires majority approval by the Board of Directors and must be stated in a duly
executed waiver of notice thereof.
4) An annual meeting of members, commencing with the year 1957, shall be held on the 3rd
Thursday in February, in each year if not a legal holiday, and if a legal holiday, then on the
next secular day following, at seven thirty o’clock P.M. at which the members shall elect, by a
plurality vote, a board of Directors, and transact such other business as may properly be
brought before the meeting.
5) The election of directors shall be conducted in accordance with the requirement of Chapter
719, Florida Statutes and Florida Administrative Code as they may both be amended from
time to time.
6) At least ten (10) days before every election of directors, a complete list of the members
entitled to vote at said election, arranged numerically by apartment units, with the residence of
each, shall be prepared by the secretary. Such list shall be open at the place where the
election is to be held for said ten days for the examination by any member, and shall be
produced and kept at the time and place of election during the whole time thereof, and subject
to the inspection of any member who may be present.
7) Special meeting of the members, for any purpose or purposes, unless otherwise prescribed by
statute, or by the Certificate of Incorporation, may be called by the president, and shall be
called by the president or secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of twenty-five (25) members. Such request shall state
the purpose or purposes of the proposed meeting.
8) Written notice of a special meeting of members, stating the time, place and object of such
meeting and the specific action to be taken thereat, shall be served upon or mailed to each
member entitled to vote thereat at such address as appears on the books of the corporation, at
least fourteen (14) days before such meeting.
9) Business transacted at all special meetings shall be confined to the objects and actions to be
taken as stated in the notice.
10) A majority of the total number of members of the corporation, present in person or represented
by proxy, shall be requisite and shall constitute a quorum at all meetings of the members for
the transaction of business except as otherwise provided by statute, by the Certificate of
Incorporation or by these By-Laws. If, however, such quorum shall not be present, or
represented at any meeting of the members, the members entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at a meeting originally
called.
11) When a quorum is present at any meeting, the vote of a majority of the members present in
person or represented by proxy shall decide any question brought before such meeting, unless
the question is one upon which by express provision of the statutes or of the Certificate of
Incorporation or of these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
12) At any meeting of the members, every member having the right to vote shall be entitled to vote
in person or by limited or general proxy appointed by an instrument in writing subscribed by
such member for such meeting. Such proxy shall only be valid for each meeting or
subsequent adjourned meeting thereof, and in no event be valid for a period longer than ninety
(90) days after the date of the first meeting for which it was given. The proxy shall be
revocable at any time by the member. No one person may be designated to hold or vote more
than five (5) general proxies.
13) Whenever the vote of members at a meeting is required or permitted by any provisions of the
statutes or of the Certificate of Incorporation or of these By-Laws to be taken in connection
with any corporate action, the meeting and vote of members may be disposed with, if all the
members who would have been entitled to vote upon the action, if such meeting were held,
shall consent in writing to such corporate action being taken.
DIRECTORS
14) The affairs of the corporation shall be managed by a board of five directors, each of whom
shall be resident members (as defined by these By-Laws), or legal spouse of a resident
member. Elected directors shall be limited to one (1) term with a maximum duration of three
(3) years. The term of appointed directors will be limited to the remaining duration of the
directorship they are appointed to fill. After completing a term, whether through election or
appointment, a former director must wait one year before they may be elected or appointed
for another term.
15) The directors may hold their meetings and keep the books of the corporation at the principal
office in the Town of Palm Beach Shores, State of Florida, or at such place as they may from
time to time determine.
16) If the office of one or more directors becomes vacant by reason of death, resignation,
retirement, disqualification or removal from office, a majority of the remaining directors shall
choose a successor or successors who shall hold office for the unexpired term.
17) Directors may be removed for cause by an affirmative vote in writing of a majority of the
members. No director shall continue to serve on the board if during his term of office his
proprietary lease shall be terminated for any reason whatsoever, or if, during such term, his
status as resident member shall be changed to that of an equity member.
18) The property and business of the corporation shall be managed by its Board of Directors
which may exercise all such powers of the corporation and do all such lawful acts and things
as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the members.
19) The salaries of all employees and agents of the corporation shall be fixed by the Board of
Directors, excepting that the salaries for directors for services other than as such shall be
fixed by the members, as provided in succeeding paragraph 22.
EXECUTIVE COMMITTEE
20) The Board of Directors may, by resolution passed by a majority of the whole Board,
designate an executive committee to consist of three or more of the directors of the
corporation, which to the extent provided in said resolution, shall have and may exercise the
powers of the board of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it, provided the said resolution shall so provide.
21) The executive committee shall keep regular minutes of its proceedings and report the same
to the Board when required.
COMPENSATION OF DIRECTORS
22) Directors, as such, shall not receive any salary for their services, provided that nothing
herein contained shall be construed to preclude any director from serving the corporation in
any other capacity and receiving compensation thereof. The salaries for directors for
services other than as such shall be fixed by the members.
MEETINGS OF THE BOARD
23) The first meeting of each Board newly elected by the members shall be held immediately
upon adjournment of the meeting at which they were elected, provided a quorum shall then
be present, or as soon thereafter as may be practicable.
24) Regular meetings of the Board may be held at such time and place as shall be determined
from time to time by the Board. Notice of meetings, including agenda, shall be posted in a
conspicuous place on the corporation property at least forty-eight (48) hours in advance
except in an emergency. Meetings shall be open to all members of the corporation which
shall include the right to speak on an agenda item, tape record or video tape. They may
record or video tape all proceedings pertaining to that designated agenda item. The Board
may curtail excessive use of their privilege.
25) At all meetings of the Board, a majority of the directors shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by the Certificate of
Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of the
directors, the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
NOTICES
26) Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, notice is required to be given to any director or member, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail, by depositing the
same in a post office or letter box, in a post-paid sealed wrapper, addressed to such
director or member at such address as appears on the books of the corporation, and such
notice shall be deemed to be given at the time when the same shall be thus mailed.
27) Whenever any notice is required to be given under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
OFFICERS
28) The officers of the corporation shall be chosen by the Directors and shall be a
president, a vice-president, a secretary and a treasurer; the Board of Directors may
also choose additional vice-presidents, and one or more assistant secretaries and
assistant treasurers. Two or more offices may be held by the same person, except
that, where the offices of president and secretary are held by the same person, such
person shall not hold any other office.
29) The Board of directors at its first meeting after each annual meeting of members shall
choose a president, and one or more vice-presidents, a secretary and a treasurer.
30) The Board may appoint such other officers and agents it shall deem necessary, who
shall hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.
31) The officers of the corporation shall hold office until their successors are chosen and
qualify in their stead. Any officers elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the whole Board of
Directors. If the office of any officers becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors.
THE PRESIDENT
32) The president shall be the chief executive officer of the corporation and shall preside
at all meetings of the members and Directors, shall be ex-officio member of all
standing committees, shall have general and active management of the business of
the corporation, and shall see that all orders and resolutions of the Board are carried
into effect.
33) The president shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where the same are required or permitted by
law to be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other officer or
agent of the corporation. No person shall be eligible to the office of president who is
not a Director.
VICE-PRESIDENTS
34) The vice-presidents in the order of their seniority shall, in the absence or disability of
the president, perform the duties and exercise the powers of the president, and shall
perform such other duties as the Board of Directors prescribe. No person shall be
eligible for the office of vice-president who is not a Director.
SECRETARY AND ASSISTANT SECRETARIES
35) The secretary shall attend all sessions of the Board and all meetings of the members
and record all votes and the minutes of all proceedings in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
The secretary shall give, or cause to be given, notice of all meetings of the members
and special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or president, under whose
supervision they shall be. The secretary shall keep in safe custody the seal of the
corporation and, when authorized by the Board, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by the secretary’s signature or by
the signature of the treasurer or an assistant secretary.
36) Assistant secretaries, in order of their seniority, shall, in the absence or disability of
the secretary, perform the duties and exercise the powers of the secretary and shall
perform such other duties as the Board of Directors shall prescribe.
TREASURER AND ASSISTANT TREASURERS
37) The treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate account of receipts and disbursements in books belonging to
the corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated by the
Board of Directors.
38) The treasurer shall disburse the funds of the corporation as may be ordered by the
Board; taking proper vouchers for such disbursements, and shall render to the
president and directors, at the regular meeting of the Board, or whenever they may
require it, an account of all his transactions as treasurer and of the financial condition
of the corporation.
39) If required by the Board of Directors, the treasurer shall give the corporation a bond, the
premium therefore to be paid by the corporation in such sum, and with such surety or sureties
as shall be satisfactory to the Board for the faithful performance of the duties of his office and
for the restoration to the corporation in case of his death, resignation, retirement, or removal
from office, of all books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
40) Assistant treasurers in the order of their seniority shall, in the absence or disability of the
treasurer, perform the duties, exercise the powers, and assume the obligations of the treasurer
and shall perform such other duties as the Board of Directors shall prescribe.
DIRECTOR’S ANNUAL STATEMENT
41) The Board of Directors shall present at each annual meeting, and when called for by
vote of the members at any special meeting of the members, a full and clear statement
of the business and conditions of the corporation.
CHECKS
42) All checks or demand for money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors may from
time to time designate.
FISCAL YEAR
43) The fiscal year shall begin the first day of January in each year.
SEAL
44) The corporation seal shall have inscribed thereon the name of the corporation, the year of its
organization and the words “Corporation Seal, Delaware”. Said seal may be used by
causing its or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
MEMBERSHIP
45) Except as provided in paragraph 47 and in order to carry out the object and purpose of the
corporation, membership in the corporation shall be limited to owners of proprietary leases
issued by the corporation. A separate proprietary lease shall be issued for each apartment
unit and each proprietary lease shall constitute a separate membership and entitle the holder
thereof to cast one vote. As herein defined, membership may be either “resident” or “equity”.
The person to whom the Co-operative apartment proprietary leases shall originally be issued
by the corporation in exchange for the acquisition of corporate assets shall be deemed to be
the first holder or holders thereof prior to transfer by time of such contracts to purchasers of
individual apartment units, and such first holder or holders, shall be deemed resident members
with occupancy rights and shall be entitled to full voting rights, all without regard to any
provisions contained in these By-Laws. No membership shall be issued to a person or
persons with children under the age of 18.
RESIDENT MEMBERS
46) Any natural person owning a proprietary lease under which the owner is currently entitled to
occupancy rights shall be a resident member. Resident membership shall carry with it full
voting rights.
EQUITY MEMBERS
47) Any person owning a proprietary lease without occupancy rights having been granted by the
Board of Directors shall be an equity member. Equity membership shall carry with it the right to
vote with resident members on matters pertaining to any amendment to the Certificate of
Incorporation, the sale or mortgage of corporate proprietary, or the dissolution of the
corporation. No other voting rights are accorded equity members.
APPLICATION FOR MEMBERSHIP
48) Application for membership and a personal waiver inquiry shall be made in writing, on such
form or forms, and under such regulations as shall, from time to time, be prescribed by the
Board of Directors. The Board, or a special committee of the Board, shall conduct an
interview in person with the prospective owner. All applications for membership shall be
acted upon at the Board of Director’s meeting called for that purpose, and at such meeting
the application shall be accepted, rejected or referred for further investigation and
consideration. If two or more directors cast their vote against the acceptance of said
application, then such application shall be recorded as rejected. In the event the application
for membership is accepted, the applicant shall not attain membership until such time as such
person shall become the lessee or assignee of the proprietary lease, in form as hereinafter
authorized by these By-Laws, and shall have paid all sums of money due the corporation or
former owner of said apartment and lease.
TRANSFER OF MEMBERSHIP
49) Membership in the corporation of either class may be transferred only as an incident to the
transfer of a proprietary lease. With the approval of the Board of Directors, an equity member,
being a natural person, may become a resident member. Conversely, a resident member may
be ordered transferred to equity membership by direction of the Board of Directors in the event
of breach by the resident member of the occupancy obligations stated in his proprietary lease.
Upon the transfer or sale of the proprietary lease, or a long-term sub-lease of any apartment
unit, a fee of $100 is due and payable to the Palm Beach Shores Apartments, Inc. for duties
performed in effecting such transfer or lease. On transfer or sale, this amount shall be paid by
the new owner; on sub-lease, the fee shall be paid by the lessor. No charge shall be made in
connection with an extension or renewal of a lease or sub-lease.
Limitations of Ownership:
An individual and the individual’s family members, and any entity in which the individual or
family members have an interest, shall not own in whole or in part more than three (3)
proprietary leases. In addition, no person or entity may own more than three (3)
proprietary lease units by using a “straw” purchaser to circumvent the intent of this
paragraph.
CO-OPERATIVE APARTMENT PROPRIETARY LEASES
50) The first Board of Directors shall adopt a standard form of “Co-operative Apartment
Proprietary Lease” to be entered into by the corporation and its members, and, after such
adoption, such form shall not thereafter be changed, altered or amended except that
occupancy provisions may be changed, altered or amended by the authority of the resident
members obtained in like manner as required to amend these By-Laws. For the purpose of
uniformity, any changes authorized by such member approval shall be binding and serve to
amend proprietary leases theretofore executed.
MORTGAGES
51) The corporation shall, by a two-thirds vote of all the members of the corporation, have a right
to mortgage the entire property owned by the corporation, and all of the proprietary leases of
the corporation shall be subject and subordinate to any mortgage which totally, in this
manner, be placed on the land and building. The members shall execute any instrument that
may be required by any mortgage or by the corporation for purpose of more formally
subjecting their proprietary leases to the lien of any such mortgage or mortgages.
LEASES AND OCCUPATION
52) It Is the object and purpose of this corporation to maintain and operate the building and property
of the corporation in a mutual or cooperative basis for the sole use of its adult members, without
any profits or gains to the corporation; it being understood that all expenses for taxes,
insurance, maintenance and operation of said building shall be met by assessments termed as
rent under the proprietary lease. Said assessments shall be against the members on
percentage basis of the total cost of operation, as set out in each lease of each member.
53) The lease to each member shall entitle the said member to the exclusive use and occupancy
of the respective apartment described in the lease for the duration of the Charter of this
corporation; provided one bedroom/one bath apartments may not be occupied, leased, rented
or visited overnight by more than 4 persons; two bedroom/one bath apartments may not be
occupied, leased, rented or visited overnight as follows: #206 – 4 persons, #306 – 5 persons,
#406 and #506 – 6 persons; two bedroom/two bath apartments may not be occupied, leased,
rented or visited overnight my more than 6 persons. This limitation of occupancy is specifically
intended to restrict over-crowding and its consequent hazards such as over-demands on
electric, water, plumbing, elevators and parking facilities.
54) No animals, including domestic animals, shall be kept, maintained or allowed to live or
visit in any apartments on the premises owned by the corporation. Small domestic birds
and fish shall be excluded from the definition of animals.
55) The Board of Directors shall have the authority to execute a proprietary lease of an
apartment only to a member of the corporation, and the Board of Directors shall have the
authority, providing the requirements of these By-Laws have been fulfilled, to authorize
the proper officers of the corporation to execute a lease on behalf of the corporation.
56) The rights and use and occupancy shall be further subject to the establishment and
promulgation of house rules as the Board of Directors may, from time to time prescribe,
provided, however, that all such rules shall affect all leases and all members uniformly.
57) No member can assign this lease or in any manner affect a transfer of his lease of his
apartment without the consent in writing of a majority of the Board of Directors.
58) A lessee may sublet his apartment one time a year. For the purpose of this provision
the year will start November 1 and extend through October 31. This provision will take
effect November 1, 1988. An application to lease and a personal waiver inquiry shall be
made in writing, on such form or forms, and under such regulations as may, from time
to time, be prescribed by the Board of Directors. The Board, or a special committee of
the Board, shall conduct an interview in person with the prospective tenant. In no case
may a sub-lessee sub-sub lease an apartment, nor may he, in his absence, invite
guests to occupy an apartment without express approval of the Board, or of a
committee of the Board appointed for this purpose. Such sub-letting shall in no respect
relieve the responsibility and obligation to the lessor of the original lessee for the
compliance with the terms and provisions of the Charter, the By-Laws and the Lease.
The legal effect of a sublease as far as responsibility and obligation to the lessor is
concerned, is that an additional party or parties, namely the sub-lessee of sub-lessees
shall thereupon become jointly and severally bound, in addition to the lessee or the
lessees, for the fulfillment of the lease.
CASH REQUIREMENTS
59) The Board of Directors shall, from time to time, fix and determine the sum or sums
necessary and adequate for the continued ownership and operation of the corporate
property, which sum or sums shall be termed as the cash requirements of the
corporation. The Board of Directors shall determine the amounts required for capital
items, such as principal and interest payments on any mortgage and/or any other
indebtedness, and for operating items, such as taxes, assessments, water rates,
insurance, repairs, betterments, operating expenses and liabilities incurred by the
corporation. The total annual cash requirements, though separately determined as to
capital and operating items, shall be assessed as a single sum against all apartments,
and pro-rated thereto based on the same percentage as assigned to each lease on
each of said apartments, making due allowance for individual prepayment of allocated
proportion or mortgage indebtedness, if any. The annual assessment will be payable in
four (4) quarterly installments, due in advance on the first day of the fiscal period to
which they appertain; or as ordered by the Board of Directors. Special assessments,
should such be required, shall be levied and paid in the same manner as hereinbefore
provided for regular quarterly assessments.
60) Past due accounts will be sequentially subject to late fees of up to 5% of the full
amount of the assessment (or the maximum allowed by FL 719 if different); interest
charges as specified in the Proprietary Lease; documentation fees; attorney fees; court
costs; filing of liens; and ultimately, foreclosure. The specific timing of these remedies
will be as specified in a Board of Directors approved process.
-Any payment received will be applied first to any interest, then documentation and late fees,
then to any court costs and attorney fees incurred in collection, and then to the delinquent
assessment.
-The financial obligation of the delinquent owner is not satisfied, and the process will not
stop, until the full amount of the interest, documentation and late fees, legal and court costs,
and the assessment has been paid in full.
If the account is ninety (90) days past due, or an owner shall continue, after notice for thirty
(30) days, to violate any of the covenants or conditions of the lease or of the house rules and
regulations adopted by the Board of Directors, the owner will be regarded legally as a tenant
at sufferance and the corporation may, without further notice or demand for the assessment,
institute proceedings in forcible entry and detainer or other suitable action. Such defaults
shall entitle the corporation to judgment for possession.
In the event such legal proceedings shall be instituted because of the default of the member for
the payment of assessments and said suit shall conclude in the favor of the corporation, then
the premises and the furnishings therein may be (a) sold at public sale (after notice of same,
once a week for four (4) weeks given in a newspaper of general circulation in Palm Beach
County, Florida), to such party as can be accepted by the Board of Directors or (b) rented by
the Board of Directors, and the proceeds of said sale or rental be used to pay all the expenses
incurred in such proceedings, including reasonable attorney’s fees and all past due
assessments and the pro rata share of said apartment for expenses, upkeep and maintenance
of the building and all other current assessments and taxes, and the balance, if any, (a) if the
premises and furnishings are sold, shall be paid to said member and, (b) if rented, the premises
returned to them as soon as the debts are satisfied. It is expressly understood that in the event
the above-mentioned legal proceedings are successfully concluded in the favor of the
corporation because of the lessee’s violation of the house rules and regulations, or violations of
the covenants, condition, and provisions of the lease (other than for the payment of
assessments), the lessee shall have no rights as lessee. They shall not be reinstated until they
have satisfied the Board of Directors that they will comply with the rules and regulations
adopted by the Board of Directors and covenants and provisions of the lease.
CAPITAL FUND CAPITAL FUND
61) There shall be established and maintained a cash deposit account to be known as the
“Capital Fund”, into which shall be deposited the portions of all payments attributable to
principal and interest on corporate indebtedness. All disbursements from said Capital Fund
of said capital assessments so deposited shall be limited to the payment of principal and
interest on the mortgage, deed of trust, or deferred purchase-money trust indebtedness of
the corporation.
DEPOSIT FUND
62) The Treasurer, acting as agent for the Members, shall maintain a deposit fund of $5,000, or,
if in October to December of any year the fund falls below an amount required to pay
property taxes for such year, the Treasurer shall inform each member and request
reimbursement on the pro-rata percentage as set forth under the lease and the fund shall be
brought up to the $5,000. The Deposit Fund, upon action of the Board of Directors, may be
used for operating expenses, including, but not limited to taxes, hazard insurance, light,
water, garbage collection, salary of caretaker, salary of superintendent, hire of special help,
and cost of repairs and replacements.
The Deposit Fund also applies to capital improvements as voted by the Board of Directors
and to each member’s deposit account as per By-Laws. A separate account to be kept of
each depositor, required to keep his account equal to his percentage, as set out in his lease,
of the $5,000. This deposit fund balance is refundable in case of sale of the assets of the
Corporation. In the event a lease is assigned to a new lessee, said deposit fund shall
become the property of the assignee. No Board of Directors in any one calendar year may
expend out of or make commitment for the expenditure of more than $5,000 for capital
improvements without the express approval and authorizations of the members given at a
regularly or specially convened meeting of the members.
REGISTRATION OF PLEDGED PROPRIETARY LEASES
63) The secretary of the corporation shall maintain a suitable register for the recording of pledged
proprietary leases. Any pledges of a proprietary lease may, but it is not obliged, to notify the
secretary of the pledge and the terms thereof, furnishing the secretary with such information as
may be required by the Board of Directors. In the event of the sale by the corporation of its
assets, and prior to the distribution of the proceeds thereof to the members, suitable notice
shall be given all registered pledges. No other obligation shall be accepted or assumed by the
corporation with respect to such registration of pledged proprietary leases.
SALE OF CORPORATE PROPERTY
64) Upon the sale of the apartment building, whether occasioned by voluntary or involuntary
disposition thereof, or as part of the dissolution or liquidation of affairs of the corporation, all
members having valid proprietary leases then outstanding shall be entitled to share in the net
proceeds of sale and in any other property or assets authorized to be distributed. The
member shall receive as his share of the distributable assets the same proportion thereof as
the assigned percentage figure contained in his proprietary lease, which shall amount to a
percentage of the whole of the distributable assets computed on the basis as follows:
One bedroom apartment, one and five tenths per cent (1.5%)
Apartment No. 206.........., one and five tenths per cent (1.5%)
Apartment No. 306.........., one and six tenths per cent (1.6%)
Apartment No. 406.........., one and seven tenths per cent (1.7%)
Apartment No. 506.........., one and seven tenths per cent (1.7%)
Two bedroom apartment, one and seven tenths per cent (1.7%)
Apartment No 604.............,Two and six tenths per cent (2.6%)
Apartment No. 606..........,three and one tenths per cent (3.1%)
Apartment No. 608.........., three and one tenths per cent (3.1%)
The sums due to be distributed to the member shall be less any sums which the member may
owe the corporation, including an arrearage of monthly or special assessments. Unless
otherwise voted by the members, the Directors then in office shall serve as trustees for the
corporation and the members in the division of all distributable assets. Upon such sale,
dissolution or liquidation, as aforesaid, and receipt by the member of his share of the
distributable assets as aforesaid, the member shall surrender to the corporation his Co- operative Apartment, Proprietary Lease, together with all of his rights thereunder.
JOINT OWNERSHIP
65) Any proprietary lease may not be owned by more than four owners, either jointly or as tenants
in common, but in such event all of the owners of any such proprietary lease shall be entitled
collectively to only one vote. If the owners of any such proprietary lease are unable to agree
upon their vote upon any subject at any meeting, they shall lose their right to vote on such
subject, but if all the owners of any such proprietary lease shall not be present at the meeting,
either in person or by proxy, the vote of the one or ones so present shall be the vote of all the
owners.
66) In all cases where there are two or more owners of any one proprietary lease, and such
multiple owners or their transferees cannot agree among themselves as to their respective
rights to occupy the apartment unit represented by such proprietary lease the Board of
Directors shall have the right to terminate their respective occupancy rights, or to withhold the
same in case of transferees, and to convert their status of membership from resident to
equity.
NATURAL PERSONS
67) No lease shall ever be executed to, or transferred to; other than a natural person or persons.
A person holding membership in this corporation, or a lease, or acquiring same by transfer, as
a regardless of the degree of relationship between such owners or trustees for a member or
members of his own family shall be considered as a natural person; providing, however, that if
such lease is held pursuant to such trust, the trustees and all beneficiaries of the trust shall be
bound by all the provisions of the corporation Charter, By-Laws, and the corporation
resolutions as fully as if they were each considered as a member and as a lessee.
ADDITIONAL DUTY OF BOARD OF DIRECTORS IN INVESTIGATION
68) The members of the board of Directors shall, unless a waiver of this requirement is made by a
majority of the Board (which right of waiver is hereby declared to exist in the Board), whenever
a transfer of lease or sublease for more than six months is involved, in making their
investigation secure a report on the applicant(s) from a recognized credit or investigating
agency. Said report, when obtained, shall be filed by the Board or the members securing it,
with the Secretary of the corporation, and shall be filed at the same time as the filing of the
report or reports of approval or disapproval. A complete investigation by the members of the
Board of Directors shall include, but shall not be limited to, the above-mentioned investigation
by a recognized agency.
AMENDMENT OF BY-LAWS
69) The By-Laws of the corporation may be altered, amended or repealed at any regular or special
meeting of the members by a two-thirds vote of all the members of the corporation (and not
merely by two-thirds vote of the members represented at a meeting); provided, however, that
this right shall be effective only if the notices of said members’ meeting shall contain a full
statement of the proposed alteration, amendment or repeal proposed to be considered and
presented at such meeting.
All business conducted by this corporation shall conform to Chapter 719 Florida
Statutes of the Co-operative Act, and these By-Laws shall be superseded by any
changes, additions or deletions thereof.
.[Page 16 of 16]
PBSA-By-Laws-revised2021.02.18.pdf
The Palm Beach Shores Apartments Inc. 2022 Owners Meeting
Additional Information Relating to the Limited Proxy Voting Items
By-Law Amendments: Your board is continuing a process of updating The Palm Beach Shores Apartment Inc. By-Laws which was started in 2020. The amendments address various statements which are variously no longer accurate, legal, or consistent with current practice. You must cast a separate vote for each of the six (6) rewritten By-Law sections.
Each revised By-Law section is marked up to show changes as required by FL 719.1055 (4). Text additions are underlined, deleted language is indicated by a strikethrough / hyphen.
The Board of Directors recommends you vote IN FAVOR of all six (6) By-Law section amendments. Each line item receiving forty (40) or more "IN FAVOR" votes will pass and be incorporated into an updated 2022.02 By-Law revision.
Voting Item D. By-Law 17) Directors may be removed with or without for-cause
by an affirmative vote in writing of a majority of the members. No director shall continue to serve on the board if during his term of office his proprietary lease shall be terminated for any reason whatsoever, or if, during such term, his status as resident member shall be changed to that of an equity member.
DID NOT PASS 33 / 15
Voting Item E. By-Law 22) COMPENSATION OF DIRECTORS
Directors, as such, shall not receive any salary for their services, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation thereof. Said compensation must be no higher than local market rates and related records must be readily available for inspection by any owner. The salaries for directors
for services other than as such shall be fixed by the members.
DID NOT PASS 28 / 18
Voting Item F. By-Law 26) NOTICES
Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any director or member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, addressed to such director or member at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Alternatively, if the lessee has given written consent to electronic transmission, said notices may be sent via email to the address therewith provided.
PASSED 47/11
Voting Item G. By-Law 45) MEMBERSHIP
Except as provided in paragraph 47 and in order to carry out the object and purpose of the corporation, membership in the corporation shall be limited to owners of proprietary leases issued by the corporation. A separate proprietary lease shall be issued for each apartment unit and each proprietary lease shall constitute a separate membership and entitle the holder thereof to cast one vote. As herein defined, membership may be either "resident" or "equity". The person to whom the Co-operative apartment proprietary leases shall originally be issued by the corporation in exchange for the acquisition of corporate assets shall be deemed to be the first holder or holders thereof prior to transfer by time of such contracts to purchasers of individual apartment units, and such first holder or holders, shall be deemed resident members with occupancy rights and shall be entitled to full voting rights, all without regard to any provisions contained in these By-Laws. No membership shall be issued to a person of persons with children under the age of 18.
PASSED 45/3
Voting Item H. By-Law 62) CASH RESERVES DEPOSIT FUND
The Treasurer, acting as agent for the Members, shall maintain sufficient ready cash reserves to fund budgeted and unanticipated operating expense. a deposit fund of $5,000, or, if in October to December of any year the fund falls below an amount required to pay property taxes for such year, the Treasurer shall inform each member and request reimbursement on the pro rata percentage as set forth under the lease and the fund shall be brought up to the $5,000. The Deposit Fund, upon action of the Board of Directors, may be used for operating expenses, including, but not limited to taxes, hazard insurance, light, water, garbage collection, salary of caretaker, salary of superintendent, hire of special help, and cost of repairs and replacements. The Treasurer, acting as agent for the Members, shall maintain sufficient cash reserves to fund budgeted capital maintenance projects. The Deposit Fund also applies to capital improvements as voted by the Board of Directors and to each member's deposit account as per By-Laws.Aseparate account to be kept of each depositor, required to keep his account equal to his percentage, as set out in his lease, of the $5,000. All This cash reserves deposit-fund balance is are refundable to owners only in case of sale or liquidation of the assets of the Corporation. In the event a lease is assigned to a new lessee, the specified share specified in By-Law 64 of said cash reserves deposit fund shall become the property of the assignee. No Board of Directors in any one calendar year may expend out of or make commitment for the expenditure of more than $5,000 for capital improvements without the express approval and authorizations of the members given at a regularly or specially convened meeting of the members.
DID NOT PASS 36 / 11
Voting Item I. By-Law 67) NATURAL PERSONS
No lease shall ever be executed to, or transferred to; other than a natural person or persons. A person holding membership in this corporation, or a lease, or acquiring same by transfer, as a non-corporate trust, regardless of the degree of relationship between such owners or trustees for a member or members of h own family, shall be considered as a natural person; providing, however, that if such lease is held pursuant to such trust, the trustees and all beneficiaries of the trust shall be bound by all the provisions of the corporation Charter, By-Laws, and the corporation resolutions as fully as if they were each considered as a member and as a lessee,
PASSED 47/11